Raymond Ritchey

About Raymond Ritchey

Raymond A. Ritchey is Senior Executive Vice President at BXP, age 74 as of the May 20, 2025 annual meeting, and has been with BXP since 1980; he has served as Senior EVP since January 2016, supporting the Washington, DC, Los Angeles and Seattle regions, coordinating companywide leasing, and cross-regional client relationships . Prior to BXP, he was a leading commercial real estate broker in Washington, DC with Coldwell Banker (1977–1980); he is a graduate of the U.S. Naval Academy and U.S. Naval Postgraduate School . BXP’s incentive design ties a significant portion of NEO pay to performance, including annual goals and multi-year equity awards (MYLTIP) driven by relative and absolute total shareholder return; for 2023, Ritchey’s annual incentive was assessed against regional leasing and business goals, where he earned 120% of target . As a reference point for company performance in 2023, diluted FFO per share was $7.28 before plan-specific adjustments under the AIP .

Past Roles

Organization	Role	Years	Strategic Impact
BXP	Senior Executive Vice President	2016–present	Supports DC, LA, Seattle regions; coordinates companywide leasing and client relationships
BXP	Executive Vice President; Head of Washington, DC Office; National Director of Acquisitions & Development	1998–2016	Led DC expansion; national acquisitions/development leadership
BXP	Senior Vice President; Co-Manager, Washington, DC office	1995–1998	Regional operations and leadership
BXP	Various positions	1980–1995	Built BXP’s DC presence into a premier office REIT platform
Coldwell Banker	Commercial real estate broker	1977–1980	Leading broker in Washington, DC area

External Roles

Organization	Role	Years	Strategic Impact
SED Center (Spanish Education Development)	Immediate past President of the Board	Not disclosed	Community leadership and education advocacy
Federal City Council	Member	Not disclosed	Regional civic and economic development engagement
The Economic Club of Washington, D.C.	Member	Not disclosed	Business community leadership
NAIOP Northern Virginia	Founding member	Not disclosed	Industry development and advocacy

Fixed Compensation

Metric	2021	2022	2023
Base Salary ($)	740,000	750,000	750,000
Target Bonus ($)	Not disclosed	Not disclosed	1,650,000
Actual Bonus Paid ($)	2,268,750	1,430,550	1,980,000
All Other Compensation ($)	34,326	35,526	37,280
Total Compensation ($)	7,122,326	6,295,326	6,846,530

Notes:

2023 target cash bonus under the 2023 agreement was $1,650,000; Ritchey was not eligible to receive new LTI grants for 2023 performance and maintained a $750,000 base salary .

Performance Compensation

Equity Awards Structure and Vesting

Company-wide design:
- Performance-based equity (MYLTIP) rewards both relative and absolute TSR performance; 3-year performance period, cliff vesting, followed by a 1-year post-vesting transfer restriction .
- Time-based equity vests 25% annually on January 15 over 4 years (or cliff on certain 2024 grants) .
- BXP has not granted stock options since 2013 .
Ritchey specifics:
- 2023 stock awards reflect grants made in early 2023 for 2022 performance (time-based restricted stock/LTIP units and 2023 MYLTIP), aggregate grant date fair value $4,079,250 .
- Under the 2020 MYLTIP, measurement ended Feb 3, 2023; earned units vested 50% on Feb 3, 2023 and 50% on Feb 3, 2024 .
- For 2023 performance, Ritchey’s 2023 agreement eliminated any LTI equity incentive opportunity; he remained eligible only for salary and annual bonus .

2023 Annual Incentive: Goals and Outcome

Metric	Target	Actual	Payout	Notes
Aggregated regional leasing (DC/LA/Seattle) – Total square feet	743.6K	~979K	120% of target	Threshold: 446.2K; Maximum: 1.01M
Aggregated regional leasing – Short-term square feet	630.3K	Not separately disclosed	Included in overall payout	Threshold: 378.2K; Maximum: 882.5K
Business & individual goals	Qualitative	Achieved majority; West Coast challenged	Included in overall payout	Contributions included Santa Monica Business Park lease extension (~467K sf) and capital restructuring initiatives

Equity Ownership & Alignment

Beneficial Ownership Snapshot (as of Feb 12, 2024)

Holding Type	Amount	Percent of Class
Common Stock	—	<1%
Common Units (Operating Partnership)	130,570	Included in total beneficial
LTIP Units	128,506	Included in total beneficial
Total Shares and Units Beneficially Owned	259,076	<1%

Outstanding Equity Awards (as of Dec 31, 2023)

Category	Units	Market/Payout Value ($)	Vesting Details
Unvested stock/units (earned 2020 MYLTIP portion)	3,920	275,066 (at $70.17/sh)	50% vested on 2/3/2023; 50% on 2/3/2024
Performance-based LTIP (uneared)	84,594	5,935,961	Earn-out based on TSR over 3-year period

Additional alignment and trading restrictions:

Anti-hedging, anti-pledging, and anti-short-sale policies for employees and directors; pledging and margin purchases are prohibited .
Executive stock ownership guidelines require Senior Executive Vice President to hold equity equal to 5x base salary; counted securities include common shares, common units, and LTIP units (excluding unearned performance LTIPs); five years to reach compliance; compliance status for Ritchey not specifically disclosed .

Employment Terms

Term	Details
Employment Agreement (2023)	Second Amended and Restated agreement effective Feb 28, 2023 through Dec 31, 2023; no automatic renewal; BXP did not enter into a new employment agreement thereafter .
Time Commitment	Average at least 50% of business time to BXP; permitted to engage/invest in other business activities subject to corporate opportunity limitations .
Compensation under 2023 Agreement	Base salary $750,000; target 2023 bonus $1,650,000; not eligible for new LTI equity awards for 2023 performance; automobile allowance; eligible for executive benefit plans .
Severance (without Cause / for Good Reason)	Salary continuation through 12/31/2023; payment of 2023 target bonus; continued health insurance for 12 months; subject to general release .
Death/Disability	Prorated 2023 target bonus; continued health insurance for 18 months .
Change-in-Control Severance Plans	As of Feb 28, 2023, Ritchey is no longer entitled to participate in BXP’s change-in-control severance plans or tax gross-ups; bonus eligibility referenced in summary table .
Clawback	New clawback policy adopted Oct 2023 consistent with SEC/NYSE rules; applies to incentive-based compensation tied to financial reporting measures in prior three fiscal years; prior clawback remains applicable for pre-10/2/2023 awards .
Tax Gross-Ups	No tax gross-up policy for senior executives; Ritchey not eligible for gross-ups; payments reduced to avoid 280G excise tax if beneficial to after-tax outcome .
Equity Award Treatment	Time-based awards generally ratable vesting on Jan 15 over four years; retirement eligibility can accelerate vesting; performance-based awards earn based on TSR over three years with cliff vesting and transfer restrictions .
Retirement Eligibility	As of 12/31/2023, all Ritchey’s time-based LTI awards were vested due to satisfying retirement eligibility conditions; earned MYLTIP units vest per schedule .

Investment Implications

Pay-for-performance alignment: 2023 incentive payout at 120% reflects strong leasing execution (~979K sf across DC/LA/Seattle) and strategic contributions, while 2023 LTI opportunity was eliminated under his short-duration agreement, lowering ongoing equity overhang and signaling phased responsibilities through year-end 2023 .
Retention/transition risk: The 2023 agreement expired on 12/31/2023 without renewal and required only 50% time commitment during 2023; while Ritchey remains a Senior EVP as of 2025, absence of a current contract increases at-will flexibility and potential transition risk; severance protections are limited versus other NEOs and exclude participation in change-in-control plans .
Insider selling pressure: Anti-pledging and anti-hedging policies mitigate forced selling risk; 2020 MYLTIP earned units fully vested by Feb 3, 2024 (transfer restriction timing per plan), reducing near-term vest-driven sales cadence; options are not an overhang (none granted since 2013) .
Ownership alignment: Beneficial holdings include 130,570 common units and 128,506 LTIP units (total 259,076), less than 1% of shares/units outstanding; executive ownership guidelines require 5x salary for Senior EVPs, counting LTIP/common units, though individual compliance status is not disclosed .
Governance safeguards: Robust clawback, no gross-ups, double-trigger vesting for time-based awards, and strict anti-hedging/pledging support shareholder-friendly practices and reduce compensation-related red flags .